CODE OF BUSINESS CONDUCT AND ETHICS



                             ADOPTED MARCH 25, 2004



INTRODUCTION



         This Code of Business Conduct and Ethics (this "Code") of Metretek

Technologies, Inc. (the "Company") covers a wide range of business practices and

procedures. It does not cover every issue that may arise, but it sets out basic

principles to guide all directors, officers and employees of the Company. All of

our directors, officers and employees are required to conduct themselves in

accordance with this Code and to seek to avoid even the appearance of improper

behavior. This Code should also be provided to and followed by the Company's

agents and representatives, including consultants.



         This Code sets forth basic principles to guide the Company's directors,

officers and employees and to promote:



         -        Honest and ethical conduct, including the ethical handling of

                  actual or apparent conflicts of interest between personal and

                  professional relationships;



         -        Full, fair, accurate, timely and understandable disclosure in

                  the Company's annual and quarterly reports and in other public

                  communications made by the Company;



         -        Compliance with applicable governmental laws, rules and

                  regulations; and



         -        The prompt internal reporting to an appropriate person or

                  persons identified in this Code of violations of this Code and

                  the underlying Company policies and procedures that are

                  incorporated into this Code.



         Although it is unlikely, if a law conflicts with a policy in this Code,

you must comply with the law. If you have any questions about these conflicts,

you should ask your supervisor how to handle the situation.



         Those who violate this Code and Company policies will be subject to

disciplinary action, up to and including termination of employment. If you are

in a situation which you believe may violate or lead to a violation of this Code

or any Company policy, follow the guidelines described in the "Compliance

Procedures" section below.



COMPLIANCE WITH LAWS, RULES AND REGULATIONS



         Obeying the law, both in letter and in spirit, is the foundation on

which this Company's ethical standards are built. All directors, officers and

employees must respect and obey the laws of the cities, states and countries in

which we operate. Although not all directors, officers and employees are

expected to know the details of these laws, it is important to know enough to

determine when to seek advice from supervisors, managers or other appropriate

personnel.



         If requested, the Company will hold information and training sessions

to promote compliance with laws, rules and regulations, including insider

trading laws. Strict compliance with the law is mandatory. Laws and regulations

sometimes may be ambiguous and difficult to interpret. In such instances,

contact your supervisor for guidance so that we can ensure our compliance with

applicable laws and regulations.



CONFLICTS OF INTEREST



         The Company requires its directors, officers, employees, consultants,

representatives and agents to avoid conflicts of interest, or even the

appearance of such, between their obligations to the Company and their personal

affairs. None of these persons shall have an interest, position or relationship

with any person, firm or corporation with whom the Company does business or

competes, if such interest, position or relationship would influence or might be

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